10:32 OMNICORP<00094> - Announcement & Resumption of Trading (8) REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS The Group is principally engaged in manufacturing and sale of electronic components, home furniture, contactless smart card readers and related products, general trading, property holding and investment holding. Given the recently improved equity market conditions, the Board considers that it is in the interest of the Company to raise equity capital to strengthen the Group's financial position and enlarge its capital base for expanding its business activities, whilst allowing the Qualifying Shareholders the opportunity to maintain their respective pro rata shareholdings in the Company. Therefore the Directors consider the Open Offer is in the best interests of the Company and the Shareholders as a whole. The estimated net proceeds of the Open Offer will be approximately HK$18 million, of which HK$5 million will be used as general working capital of the Group and the remaining HK$13 million will be used for the development of the Group's existing business, in particular, increasing the marketing expenditure and expanding the domestic distribution network and export business of its furniture operation and at the same time, increasing expenses on marketing activities and expanding the operation of the existing branch sales offices in China for the Group's smart card business. Fund Raising Activities and Share transaction during the 12 months preceding the Announcement Date During the past 12 months preceding the Announcement Date, the Company has issued 17,003,000 Shares at HK$1.00 per Share for approximately HK$17 million (as announced in the Company's announcement dated 26 August 2004) and utilized as part of the consideration for acquisition and subscription of approximately 51.52% interest in Windsor Treasure Group Holdings Limited pursuant to an agreement dated 19 August 2004. The Company has also raised approximately HK$8.3 million from placing of 9,000,000 Shares at HK$0.96 per Share (as announced in the Company's announcement dated 4 February 2005) for working capital and expansion of operation of the Group. As at the Announcement Date, the Company has utilized approximately HK$2.5 million out of the said proceeds from the placing of Shares for expansion of its furniture and smart card operations. The remaining balance of approximately HK$5.8 million has been committed in accordance with the intended purposes of the Company as stated in the relevant announcement. Save for the aforesaid, the Company has not carried out other fund raising activities during the 12 months immediately preceding the Announcement Date and there was no open offer or rights issue made by the Company prior to such 12-month period where dealing in respect of such shares issued pursuant thereto commenced within such 12-month period preceding the Announcement Date. EXPECTED TIMETABLE The expected timetable for the Open Offer is set out below:- (Note) 2005 Last day of dealings in Shares on a cum-entitlement basis Monday, 25 April First day of dealings in Shares on an ex-entitlement basis Tuesday, 26 April Latest time for lodging transfer of Shares for entitlement to the Open Offer 4:00 p.m. on Wednesday, 27 April Book closure period (both days inclusive) Thursday, 28 April to Tuesday, 3 May Record Date Tuesday, 3 May Despatch of Prospectus Documents Tuesday, 3 May Register of members re-opens Wednesday, 4 May